Business Process System Walkthrough

BUSINESS PROCESS SYSTEM WALKTHROUGH AGREEMENT

This Business Process System Walkthrough Agreement (the "Agreement") is entered into effective as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client operates business processes and systems requiring review, documentation, and a guided walkthrough to validate process integrity, controls, and system interactions; and

WHEREAS, Service Provider has expertise in system walkthroughs, process mapping, and control assessment and is willing to perform a structured walkthrough of Client's designated business process system in accordance with the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

Service Provider will conduct a Business Process System Walkthrough to identify process flows, system integrations, points of control, exception handling, and evidence necessary to support process effectiveness. The Walkthrough shall include interviews, system demonstrations, document review, and collection of evidence specified by Client during the planning call.

SCHEDULE & LOCATION

Proposed Walkthrough Start Date: . Anticipated duration (business days): .

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for services rendered under this Agreement. All fees are exclusive of taxes and expenses unless otherwise stated.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate immediately for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may have access to Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, or other information that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Receiving party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is or becomes publicly available without breach, is independently developed, or is required to be disclosed by law (subject to prior notice to disclosing party where permitted).

LIMITATION OF LIABILITY

Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid to Service Provider under this Agreement during the twelve (12) month period preceding the claim. In no event shall either party be liable for consequential, incidental, special, or punitive damages.

INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship. Service Provider shall be responsible for all employment taxes and insurance associated with its personnel. Service Provider shall maintain appropriate insurance coverage for its activities under this Agreement and shall furnish proof of insurance upon Client's reasonable request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles that would result in application of the laws of another jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any written exhibits or attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL PROVISIONS

Any materials, notes, or deliverables produced by Service Provider in connection with the Walkthrough shall be delivered to Client upon final payment, provided that Service Provider may retain copies for its records. Client grants Service Provider the right to reference the engagement in non-confidential marketing materials unless Client expressly withholds such permission in writing.

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